Case Memo: Howard Wolowitzz & Rajesh Koothrappalii Essay

THE PARTIES1.Howard Wolowitzz eighty-seven years old, was an excellent engineer. He was a retired changeier who had served with the Canadian Army. He worked in Ontario later, and became a originaltor and a developer of lands. 2.Rajesh Koothrappalii fifty-five years old, was a leased accountant. He has abundant experiences and background intimacy just intimately the hotel line of merchandisees.ABSTRACTHoward Wolowitzz and Rajesh Koothrappalii first met in 2000. From then on, Wolowitzz and Koothrappali resolute to begin investing in the hotel occupationes to break meshwork under the suggestion of Koothrappalii as Koothrappalii was very(prenominal) beaten(prenominal) with the hotel industry. Through several coronations on the connatural projects, Howard Wolowitzz demandly believed that he and Rajesh Koothrappalii had been into a assistantship when acquiting course activities. after Koothrappalii personalizedly do some investments without Wolowitzz, Wolowitzz though t that he was betrayed by Koothrappalii and should be compensated by a portion of earnings from Koothrappalii since Koothrappalii violated the fiduciary duties towards his follower to straighten out a undercover lucre.ANALYSIS2001-2003 Invested in North EtobicokeIn 2001, Howard Wolowitzz and Rajesh Koothrappalii invested one hundred jet Canadian dollars each in a ships compevery in north Etobicoke which is an electoral district in Ontario, and both became the sh atomic number 18holders of the company. After the subdivision of the company was sold in 2003, Howard Wolowitzz and Rajesh Koothrappalii received five hundred gram Canadian dollars severally. In this spot, Howard Wolowitzz and Rajesh Koothrappalii argon non in a union, to a greater extentover both argon the suitable sh beholders of the aforesaid(prenominal) company.First of all, they never conduct a written or oral musical arrangement that ensures their union in doing any kinds of chore. Moreover, tally to the alliance Act., the coalition means dickens or more heap dominatening a common none and having the blueprint of earning derive be in a descent called coalition. The first mates in the alliance put up to sh be the uni play gamble and good in duty which they are aiming on. Each partner is fully apt(predicate) for the debt of the self-colored in their confederacy, and general partners should get actively problematic in the focus of the course.However, in call of the exposition of the federation entity, Howard Wolowitzz and Rajesh Koothrappalii did non carry on the akin avocation and non be fully liable for the debt of the firm they invested. Instead, they are the shareholders with limited liabilities, and they do non drive authorities to use up any decisions in management while investing in dividing line. Additionally, they do non share the profit earned in real. The profit they earned is based on their personal investment quite an than the sh are one. therefore, at that quantify, Howard Wolowitzz and Rajesh Koothrappalii were ii persons who individually invested in the homogeneous firm and obtained their profess profit under the suggestion of Koothrappalii.2004-2006 Invested in Mr. boast HotelIn June 2004, Rajesh Koothrappalii advised again that he and Howard Wolowitzz invested in the comparable hotel near Niagara Fall, called the Mr. amusement Hotel. This time they invested and became the shareholders of the Mr. skylark Hotel. Differently, Rajesh Koothrappalii, who was based on his excellent experience and whopledge closely the hotel industry, involved in the management and show of the hotel. As a manager, Koothrappalii was remunerated by an sum total of ten thousand Canadian dollars per month. Until the early 2006, the Mr. Sport Hotel was sold. Meanwhile, Howard Wolowitzz and Rajesh Koothrappalii received one million Canadian dollars respectively from their shares done the sales of the hotel. Although Raj esh Koothrappalii get ind into the management of the hotel and likewise invested his bang-up to the hotel, he and Howard Wolowitzz were understood non in a partnership under this modify.To make sure a partnership legitimately exists, the Nature of Partnership in the Partnership Act states a few rules wee to be followed. One of them claims that all partners who contri savee the same amount of capital to the firm should share the same responsibility of debts and wages earned. Also, they all ought to actively participate in the management, arrangement and decision qualification of the business they guide on. Nevertheless, even though Rajesh Koothrappalii involved in the management of the Mr. Sport Hotel, Howard Wolowitzz did non involve in. As exhibit above, they still did not assume the same venture and share the same profit of the business together even they did not run the same business. Obviously, their business actions violate the Nature of the Partnership which cla ims Partnership is the apprisal that subsists in the midst of persons carrying on a business in common with a view to profit.It is undoubted that at that place was no any partnership birth between Wolowitzz and Koothrappalii. The business relationship between these two persons is just that they are the shareholders of the same hotel, and Rajesh Koothrappalii is the manager of the Mr. Sport Hotel as well. We think that the Mr. Sport Hotel was run by a mountain. Rajesh Koothrappalii would be a theatre director and shareholder in this situation since he managed and invested in the Mr. Sport Hotel. Considering about the transaction of good faith, a director holds this commerce towards his shareholders for making his own best judgments to fulfill the best interests of the company. However, Rajesh Koothrappalii did not increase the loss and cost of the company when he was the director of the Mr. Sport Hotel. On the contrary, he generated the cyberspace of shareholders, and we b uttocks assume that he executed the duty of good faith towards Howard Wolowitzz and different shareholders.A a couple of(prenominal) Years Later Invested SeparatelyIn a few years later, Rajesh Koothrappalii sometimes suggested Howard Wolowitzz to invest on the same project with him sometimes he followed the investment opportunities alone without noticing Howard Wolowitzz. Those actions made Wolowitzz feel that he was betrayed and excluded by Rajesh Koothrappalii who made a secret benefit. In fact, there is still no partnership here among Howard Wolowitzz and Rajesh Koothrappalii. similarly what was illustrated above that they repeated the same actions and fell into the same circumstances no shared profits, no shared risks, no personal liability towards the full debts, no involvement in management of the business and no running of the same business. There were several onus problems appeared.More fundamentally, no written or oral accord was given to prove their business relation ship, and neither Howard Wolowitzz nor Rajesh Koothrappalii was entitled to be an agent of their partnership if the business relationship exists. When a person becomes a partner of a partnership to carrying on a business, he is entitled to sign as an agent or a representative of the consentient partnership and the other partners as well. A person, as a specify of the partnership, has an unornamented berth to sign a pressure and conducts business activities to make a profit to the partnership. The fetchs he signs and the business activities he involves in should be dish outed as an effective document. However, none of them has an probable authority when they conduct business activities outside their partnership.In other words, none of them can be considered as a ratified agent of the partnership, and they cannot make decisions on behalf of the partnership wakelessly. Moreover, without notification, no other people outside their partnership would consider them into a partne rship and treated them as legal partners in business. The public did not attain and realise that Howard Wolowitzz and Rajesh Koothrappalii are legal partners in a partnership. The absence of the apparent authority is not the only problem. To be one partner in a partnership, everyone has a responsibility to fulfill the fiduciary duties with each other. As noted in Partnership Act, partners are butt to render trustworthy accounts and full learning touching the partnership to any partner or his legal representatives.That is to say that the accurate information and accounts having influences on the partnership must(prenominal) be available to all partners. standing(a) on the Howard Wolowitzzs doom of view, Rajesh Koothrappalii concealed the information of investment opportunities of their partnership, and reserved the beneficial opportunities to himself. Furthermore, Howard Wolowitzz believed that every partner must account to the firm for any benefit derived by him without the consent of the other partners from any transaction concerning the partnership or form any use by him of the partnership property, name or business connection. Indeed, Rajesh Koothrappalii did not notice Howard Wolowitzz about some investments although he invested by himself. It is not necessary for him to inform Howard Wolowitzz since no real partnership exists between them.2011 Purchased a HotelRajesh Koothrappalii spent two million Canadian dollars on an obsolete hotel hardened on Queen Street at the business district area of Toronto and started to renovate it with his two sons. Then, he had an bargain with Triden Investment Inc. (abbreviated as TII) and allowed TII to set up residential condominiums on his place. Also, they agreed that they would divide their profits through selling the condominiums. Koothrappalii estimated that he would gain a profit of around six million Canadian dollars. The Partnership Act clarifies some elements of partnership, including having a real rel ationship between partners, carrying on a business in common and having a view to profit. At first, according to this time period of this case, it is certain that Rajesh Koothrappalii and Triden Investment Inc. had an agreement about the construction of the condominiums and his two sons Rajesh Koothrappalii entrusted TII to build the condominiums.However, they did not create any agreement about a partnership relationship between them in a written or oral manner. In addition, Koothrappalii and TII did not run a business in common. It is a fact that Koothrappalii had an ownership of property which was the hotel he purchased, but he did not manage and operate the construction. not only did TII construct the hotel, but also managed the whole process of construction. Furthermore, Koothrappalii and TII had a share of profit. Although the share of profit is a expose point of partnership, they cannot be regarded as a partnership if this point is only condition they allow in common. With t he purview of TII, Rajesh Koothrappalii and Howard Wolowitzz do not permit any partnership relationship in this construction project. Rajesh Koothrappalii individually signed an agreement with TII about the construction of condominiums without acting as a partner of the partnership with Howard Wolowitzz.TII, as an outsider from the partnership between Rajesh Koothrappalii and Howard Wolowitzz, did not acknowledge and discover the partnerships existence between Rajesh Koothrappalii and Howard Wolowitzz. Thus, it shows that Wolowitzz does not have an apparent authority of a partnership and does not make the troika party know he had a partnership with Rajesh Koothrappalii. In addition, Rajesh Koothrappalii purchased the hotel and had an agreement with TII by himself and Wolowitzz did not get involved in these procedures. Therefore, Koothrappalii and Wolowitzz do not carry on a business in common. More gravely, Koothrappalii and Wolowitzz do not share the profit of the construction. Sharing a profit between partners is an essential element in the partnership.CONCLUSIONIn terms of the above facts and analysis of this case, Rajesh Koothrappalii and Howard Wolowitzz do not have a partnership relationship. There is no adapted get to show that they acted as partners. The business expressions and actions of Koothrappalii and Wolowitzz do not correspond to the definition of the partnership. Firstly, they never make a written or oral agreement of partnership between them in each business investment from the beginning to the end. Secondly, they do not carry on one business in common. travel but not least, they do not have a share of profits and costs. In this case, their tangible business role are shareholders or investors, they do not form any typical forms of business.The master(prenominal) reason is that they undertake and invest their own business separately. Despite of considering about the partnership relationship, Koothrappalii and Wolowitzz do not have a ny partnership liabilities since they do not form a partnership. From a legal point of view, Wolowitzz is not entitled to have claims on the compensation about fiduciary duties like secret benefits from Koothrappalii. Conversely, Koothrappalii has no an obligation to compensate for Wolowitzz in fiduciary duties because they are not in a partnership. In conclusion, the partnership between Rajesh Koothrappalii and Howard Wolowitzz does not exist in this case.ADVICETo Howard Wolowitzz accord to my analysis and conclusions of this case, I suggest Howard Wolowitzz not to accomplish Rajesh Koothrappalii. The above analysis reveals that his appeal is belike to be rejected and he whitethorn abide a jurisprudencesuit because there is no any severalise to show that Rajesh Koothrappalii and Howard Wolowitzz have a partnership relationship. Wolowitzzs business actions cannot prove that he has the conditions of partnership. Thus, Koothrappalii does not have any liability of partnership to compensate for Howard Wolowitzz. Also, Wolowitzz mis recognise the concepts of partnership. He thinks that he is in a partnership but actually he is not in integrity. So Koothrappalii has no liability to him. However, there are some situations in this case Id like to have-to doe with. Initially, Koothrappalii suggested Howard Wolowitzz to invest many businesses every time.If Koothrappalii take Howard Wolowitzz to invest a business with his advice, Wolowitzz whitethorn lose a lot of money and this investment is very beneficial to Koothrappalii to earn more profit. It is apparent that he provides Howard Wolowitzz with inaccurate information in order to discover his business purpose. When this kind of situation happens, Wolowitzz can swear out Koothrappalii and he has a personnal liability to Wolowitzz because his business behavior violates the law of business defraud. Nevertheless, If Koothrappalii suggests him to invest and offer true and reliable investment information to Ho ward Wolowitzz and Wolowitzz obtains the loss of profits in his own investment, this problem volition be attributed to Wolowitzz instead of Koothrappalii. In this situation, Koothrappalii has no any liability to Wolowitzz, and he does not violate the law of business defraud as well. In addition, if the Mr. Sport Hotel is run by a corporation, Koothrappalii will be a director and shareholder of the Mr. Sport Hotel from 2004 to 2006.At that time, Howard Wolowitzz is also a shareholder of that company but not a director of the company. If Wolowitzz can find grounds that Koothrappaliis investment as a director does not give the best interests to the Mr. Sport Hotel, Howard Wolowitzz may fulfill him in fiduciary duties as a shareholder. In this situation, Rajesh Koothrappalii violates the duty of good faith. But Id like to warn Howard Wolowitzz that there is a limitation period of a contract and tort appeal which is two years. From the time of this situation to now, the time range is around six years. Thus, it is less likely to appeal successfully for Wolowitzz. An another intimacy Id like to suggest to Howard Wolowitzz is the concept of apparent partners. We know Howard Wolowitzz are not in a partnership so he cannot be tie in to the concept of apparent partners in this case.However, if he wants to establish a partnership with other people in the future, he has to pay financial aid to his apparent authority of a partnership. When he and his partners are going to integrated with the third party, he is bound to make the third party notice that he and his partners have a partnership relationship. This is one of the most significant points in the partnership. Furthermore, this case will cost Howard Wolowitzz a mint of money, verve and time. If he loses the vitrine, he will make it more costs on it since he has to fork up a part of the pull throughning partys legal fees. Howard Wolowitzz should realize that he almost has exact probability to captivate t his lawsuit so I suggest that he had fail not to carry out Rajesh Koothrappalii. It will be not good for him. snip and energy are very important to him because the opportunity cost of time and energy are earnings.He can take advantage of the time he puts on this lawsuit to invest and develop more businesses for earning profits. Eventually, Id like to recommend Howard Wolowitzz to submit and learn the statutes and laws of business in Canada via different kinds of friendly media like TV news, magazines, newspaper or Internet. These are good and convenient ways for Howard Wolowitzz to understand the business law further. He can develop his law knowledge better. He also can know various cases about business law on news. It is a good source to pay attention to many laws that he does not really know. Also, Howard Wolowitzz can search for some laws on the Internet. This method will show him about laws fast and efficiently. There are some good business laws on the website, such(prenom inal) as e-laws on Service Ontario website. Furthermore, going to program library is a nice choice to read the statutes of business law if he is interested in more business law.To the lawyer, Ms.LittigatorFrom my analysis and judgments of this case, I advise that Ms.Littigator had better not athletic supporter Howard Wolowitzz sue Rajesh Koothrappalii because the probability of losing a lawsuit for this case is very large. Firstly, it is hard for you to win a lawsuit for this case because Howard Wolowitzz and Rajesh Koothrappalii do not have a partnership legally. They just acted as shareholders to invest their business separately all the time. With the perspective of a lawyer, Ms.Littigator cannot have sufficient and strong differentiate to prove that they have a real partnership relationship. Secondly, I found that a situation may bring a benefit to Howard Wolowitzz. If the Mr. Sport Hotel is run by a corporation and Howard Wolowitzz have evidence that Rajesh Koothrappalii did not make the best interests to the corporation called the Mr.Sport Hotel rather than himself as a director, it is possible that you may help Wolowitzz sue Koothrappalii in the fiduciary duty of corporation rather than the fiduciary duty of partnership.However, the most important thing is that a limitation period of contract and tort appeal is two years. Thus, I still think that it is good for you to not help Wolowitzz sue Koothrappalii. What is more, you are more likely to lose your profit, energy and time. If you lose the lawsuit, you will not attain the remuneration from the losing party. You also lose your time and energy on it. Actually, you can use the time you put on this lawsuit to deal with a new lawsuit which you can win. Finally, if you really would like to help Howard Wolowitzz, I have another several suggestions. Howard Wolowitzz was a vet in his early life. He may not know the newest version of the business law. As he became a land developer and always carry on a busin ess by himself, Howard Wolowitzz may not have much chance to collaborate with others and form a partnership when doing business.This makes him unfamiliar with and misunderstands the meaning of a partnership, and was mistaken about the business relationships between Koothrappalii and him. To this point, since Koothrappalii and Wolowitzz have been in an acquaintanceship for a long time, they must know each other very well, and may know that Wolowitzz did not know the business law of partnership a lot. However, when Koothrappalii and Wolowitzz conducted investments, Koothrappalii did not indicate their relationships in business unequivocally to Wolowitzz and even did not mention that they are personal investors but not partners.There is a point hidden here that Koothrappalii may mislead Wolowitzz with the partnership relationship between them, and made Wolowitzz firmly believed that they are in a partnership. The key conditions including the age, a retired soldier, the familiarity with business laws and the mistake caused by a long-time friend Koothrappalii can lead Ms.Littigator and Howard Wolowitzz to a relatively advantageous position in the royal court. Unless Ms.Littigator emphasizes the characteristics of Wolowitzz that he is older, not knowing business laws so much and believed Koothrappalii but was misled by him, Ms.Littigator does not have any chance to win this lawsuit.IMPRESSION OF HOWARD WOLOWITZZHoward Wolowitzz was once an engineer and a war veteran. Thus, he did not have any business experiences in the past few years. Thats why he does not totally understand and know the business laws. In any court action, Howard Wolowitzz is a typical person who is hard to win the lawsuit. He does not have patience to essay his situations in different ways. He does something on pulsation and does not considerate about one thing carefully and comprehensively. This kind of incautious personality is more likely to lead him to make mistakes in other cases as simil ar as the case we analyze before. Also, Howard Wolowitzz is an easily angry and not tolerant person.When he thought Rajesh Koothrappalii hide him to make a secret benefit, he was very angry about Rajesh Koothrappalii and want to sue him immediately. This fact also reveals that he made decisions fast and this kind of attitude causes him to make mistakes easily. Whats more, he did something with his emotions. For example, he loves Rajesh Koothrappalii as a son. Actually, Rajesh Koothrappalii is not his son and Howard Wolowitzz did not realize that he did not have authorities to intervene with Rajesh Koothrappaliis own business. Therefore, a person has similar personalities and attitudes like Howard Wolowitzz is more likely to make mistakes in and misinterpret the law.